Auditor Report of Austin Engineering Company Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Austin
Engineering Company Limited ( " the company") which comprise the
Balance Sheet as at 31st March,2015, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.

Management's Responsibilities for the Financial Statements :

The Company's Board of Director's is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ('the Act') with respect
to preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally
accepted in India including Accounting Standards specified under
Section 133 of the Companies Act, 2013 ("the Act"). read with the Rule
7 of the Companies (Accounts) Rule, 2014. This responsibility also
includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safeguarding of the assets of the
Company and for preventing and detecting the fraud and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial control, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditors' Responsibility :

Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the provision
of the Act, the accounting and auditing standard and Matters which are
required to be included in the audit report under the provision of the
Act and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedure
selected depends on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the company's
preparation of the financial statements that give true and fair view in
order to design audit procedure that are appropriate in the
circumstances. An audit also include evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Company's Directors, as well as evaluating the
overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.

Opinion :

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements, give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India :

(a) in the case of the Balance sheet, of the state of affairs of the
Company as at 31st March, 2015 ;

(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor's Report) Order, 2015 ("the
order") issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that :

a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit ;

b. In our opinion, proper Books of Account as required by law have
been kept by the Company so far as appears from our examination of
those books;

c. The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the Books of
Accounts;

d. In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified u/s 133 of the Act, read with the Rule 7
of the Companies (Accounts) Rules 2014.

e. On the basis of written representations received from the
directors, as on March 31, 2015, taken on record by the board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of section 164(2) of the
Act.

f. With respect to other matters to be included in the Auditors'
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i) The company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 28.1 (iii)
& (iv) to the financial statements:

ii) The company did not have any long term contracts including
derivative contracts; as such the question of commenting on any
material foreseeable losses thereon does not arise.;

iii) There has been no delay in transferring amounts required to be
transferred, to the Investor Education and Protection Fund
by the company.

ANNEXURE TO THE AUDITORS' REOPRT

(Referred to in paragraph 1 of our report of even date)

On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
our Audit, we report that:

i) In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars
including quantitative details and situations of its Fixed Assets (
other than in respect of tools, dies, furniture & fixtures).

b) As explained to us, Fixed Assets have been physically verified by
the Management at the reasonable intervals; no material discrepancies
were notices on such verification.

ii) In respect of its Inventories :

a) As explained to us, Inventories have been physically verified during
the year by the Management at reasonable intervals.

b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.

c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its Inventories.
No material discrepancy was noticed on physical verifications of stocks
by the management as compared to books records.

iii) According to the information and explanations given to us and on
the basis of our examinations of the books of accounts, the Company has
not granted any loans, secured or unsecured, to Companies, firm or
other parties listed in the register maintained u/s 189 of the
Companies Act, 2013.

iv) In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the Company and the nature of its
business, for the purchase of Inventory and Fixed Assets and
payment for expenses and for Sale of Goods and services. During the
course of our Audit, no major instance of continuing failure to correct
any weaknesses in the internal control has been noticed.

v) The company has not accepted any deposits from the public covered
under section 73 to 76 of the Companies Act, 2013.

vi) We have broadly reviewed the books of accounts relating to
materials, labour and other items of cost maintained by the Company
pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 148(1) of the Companies Act,
2013 and we are of the opinion that prima facie the prescribed accounts
and records have been made and maintained.

vii) a) According to the information and explanations given to us and
based on the records of the Company examined by us, the
Company is regular in depositing undisputed statutory dues, including
Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax,
Value Added Tax, Wealth-Tax, Custom Duty, Excise Duty, Service-Tax,
Cess and other material Statutory dues, as applicable to it with the
appropriate authorities.

According to the information and explanations given to us and based on
the records of the Company examined by us,, no undisputed amount of
Statutory dues were outstanding, as at March 31, 2015 for a period of
more than six months from the date they became payable.

b) According to the information and explanations given to us and based
on the records of the Company examined by us, there are no dues of
Wealth-Tax, Sales-Tax, Value Added Tax, Service-Tax, Custom Duty and
cess which have not been deposited on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax and Central Excise as at March 31, 2015 have not
been deposited by the Company on account of disputes:

Name of the Nature of Amount Period to Forum where
Statute dues (Rs.)* which the the dispute
amount is pending
relates

Income Tax Income Tax 316000 Financial Commissioner
Act,1961 year of Income
2010-11 Tax (Appeals)

c) In our opinion and according to the information and explanations
given to us, the Company has transferred the amount which
is required to be transferred to the Investor Education & Protection
Fund in accordance with the relevant provision of the Companies'
Act, 1956 (1 of 1956) and Rules made there under within time.

viii) The Company does not have any accumulated losses and has not
incurred any cash losses during the financial year covered by our Audit
and in the immediately preceding financial year.

ix) Based on our audit procedure and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.

x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institution.

xi ) In our opinion, and according to the information and explanations
given to us, the Company has not raised any term loan during the year.

xii) Based on the audit procedures carried in accordance with the
auditing standards generally accepted in India and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the course of audit nor we have
been informed of any such case by the Management.

We have audited the accompanying Financial Statements of Austin
Engineering Company Limited ( " the company") which comprise the
Balance Sheet as at 31st March,2014, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibilities for the Financial Statements :

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956 ("the Act"). read with the General Circular 15/2013 dated
13th September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and free from material misstatement, whether
due to fraud or error.

Auditors'' Responsibility :

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedure selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments the auditor considers, internal
control relevant to the company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstance, but not for the purpose of expressing
an opinion on the effectiveness of the company''s internal control. An
audit also include evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion :

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India :

(a) in the case of the Balance sheet, of the state of affairs of the
Company as at 31st March, 2014 ;

(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
order") issued by the Central Government of India in terms of section
227 (4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that :

a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit ;

b. In our opinion, proper Books of Account as required by law have been
kept by the Company as far as appears from our examination of those
books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
Books of Account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956 read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors,
as on 31.03.2014, taken on record by the board of Directors, none of
the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of section 274(1 )(g) of the Act.

ANNEXURE TO THE AUDITORS'' REOPRT

(Referred to in paragraph 1 of our report of even date)

i) In respect of its fixed assets :

a) The Company has maintained proper records to show full particulars
including quantitative details and situations of Fixed Assets (other
than in respect of tools, dies, furniture & fixture).

b) As per the information and explanations given to us, the Fixed
Assets of the Company have been physically verified by the Management
at reasonable intervals and no serious discrepancies between the book
records and physical verification were noticed.

c) During the year, the Company has not disposed off any substantial /
major part of Fixed Assets.

ii) In respect of its Inventories :

a) As per the information and explanations given to us, the Inventories
have been physically verified by the Management at reasonable intervals
during the year.

b) In our opinion and as per the information and explanations given to
us, the procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and nature of its business.

c) The Company has maintained proper records of Inventories. According
to the information and explanations given to us, no material
discrepancies were noticed on physical verification.

iii) In respect of the loans, secured or unsecured, granted or taken by
the Company to / from companies , firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 :

a) As per information furnished, the Company has not granted any Loans,
secured or unsecured to companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956,
Accordingly, the provisions of clauses 4 (iii) (b) to (d) of the Order
are not applicable.

b) As per information furnished, the Company has not taken any Loans,
secured or unsecured from companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956,
Accordingly, the provisions of clauses 4 (iii) (f) to (g) of the Order
are not applicable.

iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of Inventory and Fixed Assets and for the Sale of Goods and
services. We have not observed any continuing failure to correct major
weaknesses in the internal control system.

v) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act, 1956 :

a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.

b) According to the information and explanations given to us and
excluding certain transactions of purchase of goods, material and
services of special nature for which alternate quotations are not
available, the transactions in pursuance of such contracts or
arrangements have been made at prices which are prima facie reasonable
having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the Provisions of Sections
58A and 58AA and other relevant provisions of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules,1975 with regard to
the deposits accepted from public.

vii) In our opinion, the Internal Audit functions carried out during
the year by a firm of chartered accountants appointed by the management
have commensurate with the size of the Company and nature of its
business.

viii) We have broadly reviewed the cost records maintained by the
company relating to the manufacturing of bearings, pursuant to the
Companies ( Cost Accounting Records ) rules, 2011 prescribed by the
Central Govt. Under section 209 (1) (d) of the Companies Act,1956 and
are of the opinion that prima facie the prescribed cost records have
been maintained. We have, however not made a detailed examination of
the records with a view to determine whether they are accurate or
complete.

ix) a) According to information and explanations given to us and the
records examined by us, the Company has generally been regular in
depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-Tax , Sales-Tax, Wealth-Tax,
Service-Tax, Custom Duty , Excise Duty, Cess and other Statutory dues
wherever applicable. According to information and explanations given to
us, no undisputed arrears of Statutory dues were outstanding as at 31st
March-2014, for a period of more than six months from the date they
became payable.

b) According to the information and explanation given to us, there are
no dues of Sales Tax, Service Tax, Excise Duty, Custom Duty, Provident
fund, Cess and other Statutory dues which have not been deposited on
account of any dispute. The particulars of the Dues of Income Tax as at
March 31,2014 which have not been deposited on account of a dispute are
as follows:

Name of the Statute Nature of dues Amount (Rs.) Period to which
the amount relates

Income Tax Act,1961 Income Tax 632440 Financial year
2010-11

Name of the Statute Forum where the dispute
is pending

Income Tax Act,1961 Commissioner Of Income Tax
(Appeals)

x) There are no accumulated losses of the Company as on 31st
March-2014. The Company has not incurred any Cash losses during the
financial year covered by our Audit and the immediately preceding
financial year.

xi) Based on our audit procedure and on the basis of information and
explanation given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to Banks. The Company
has no borrowings from financial institutions or by way of debentures.

xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any Loans and /
or Advances on the basis of security by way of pledge of Shares,
Debentures and other securities.

xiii) Clause (xiii) of the Order is not applicable to the Company as
the Company is not a Chit fund Company or Nidhi / Mutual Benefit Fund /
Society.

xiv) Clause (xiv) of the Order is not applicable to the Company as the
Company is not dealing or trading in Shares, Securities, Debentures and
other Investments.

xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.

xvi) During the year, the company has not taken any term loans and
hence requirements of reporting regarding application term loans does
not arise. .

xvii) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on and over all
basis, funds raised on short term basis have prima facie not been used
during the year for long term investment.

xviii) The company has not made any preferential allotment of shares
during the year to parties of companies covered in the register
maintained under section 301 of the Companies Act , 1956. .

xix) Clause (xix) of the Order is not applicable to the Company as the
Company has not issued any Debentures.

xx) The Company has not raised any money by Public Issues during the
year covered by our report.

xxi) As per the information and explanations given to us, no fraud on
or by the Company has been noticed or reported during the year.

We have audited the accompanying Financial Statements of Austin
Engineering Company Limited (" the company") which comprise the Balance
Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibilities for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956 ("the Act"). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and free from material misstatement, whether due to
fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedure selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments the auditor considers, internal
control relevant to the company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also include evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India :

(a) in the case of the Balance sheet, of the state of affairs of the
Company as at 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date. Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
order") issued by the Central Government of India in terms of section
227 (4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that :

a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit ;

b. In our opinion, proper Books of Account as required by law have
been kept by the Company as far as appears from our examination of
those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
Books of Account.

d. In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 211 (3C) of the Act.

e. On the basis of written representations received from the
directors, as on 31.03.2013, taken on record by the board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REOPRT

(Referred to in paragraph 1 of our report of even date) i) In respect
of its fixed assets :

a) The Company has maintained proper records to show full particulars
including quantitative details and situations of Fixed Assets (other
than in respect of tools, dies, furniture & fixture).

b) As per the information and explanations given to us, the Fixed
Assets of the Company have been physically verified by the Management
at reasonable intervals and no serious discrepancies between the book
records and physical verification were noticed.

c) During the year, the Company has not disposed off any substantial /
major part of Fixed Assets.

ii) In respect of its Inventories :

a) As per the information and explanations given to us, the Inventories
have been physically verified by the Management at reasonable intervals
during the year.

b) In our opinion and as per the information and explanations given to
us, the procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and nature of its business.

c) The Company has maintained proper records of Inventories. According
to the information and explanations given to us, no material
discrepancies were noticed on physical verification.

iii) In respect of the loans, secured or unsecured, granted or taken by
the Company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 :

a) As per information furnished, the Company has not granted any Loans,
secured or unsecured to companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956,
Accordingly, the provisions of clauses 4 (iii) (b) to (d) of the Order
are not applicable.

b) As per information furnished, the Company has not taken any Loans,
secured or unsecured from companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956,
Accordingly, the provisions of clauses 4 (iii) (f) to (g) of the Order
are not applicable.

iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of Inventory and Fixed Assets and for the Sale of Goods and
services. We have not observed any continuing failure to correct major
weaknesses in the internal control system.

v) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act, 1956 :

a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.

b) According to the information and explanations given to us and
excluding certain transactions of purchase of goods, material and
services of special nature for which alternate quotations are not
available, the transactions in pursuance of such contracts or
arrangements have been made at prices which are prima facie reasonable
having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the Provisions of Sections
58A and 58AA and other relevant provisions of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules,1975 with regard to
the deposits accepted from public.

vii) In our opinion, the Internal Audit functions carried out during
the year by a firm of chartered accountants appointed by the management
have commensurate with the size of the Company and nature of its
business.

viii) We have broadly reviewed the cost records maintained by the
company relating to the manufacturing of bearings, pursuant to the
Companies (Cost Accounting Records) rules, 2011 prescribed by the
Central Govt. Under section 209 (1) (d) of the Companies Act,1956 and
are of the opinion that prima facie the prescribed cost records have
been maintained. We have, however not made a detailed examination of
the records with a view to determine whether they are accurate or
complete.

ix) a) According to information and explanations given to us and the
records examined by us, the Company has generally been regular in
depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax,
Service-Tax, Custom Duty, Excise Duty, Cess and other Statutory dues
wherever applicable. According to information and explanations given to
us, no undisputed arrears of Statutory dues were outstanding as at 31st
March-2013, for a period of more than six months from the date they
became payable.

b) According to the information and explanation given to us, there are
no dues of Sales Tax, Income Tax, Service Tax, Excise Duty, Custom
Duty, Provident fund, Cess and other Statutory dues which have not been
deposited on account of any dispute. x) There are no accumulated
losses of the Company as on 31st March-2013. The Company has not
incurred any Cash losses during the financial year covered by our Audit
and the immediately preceding financial year.

xi) Based on our audit procedure and on the basis of information and
explanation given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to Banks. The Company
has no borrowings from financial institutions or by way of debentures.

xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any Loans and /
or Advances on the basis of security by way of pledge of Shares,
Debentures and other securities.

xiii) Clause (xiii) of the Order is not applicable to the Company as
the Company is not a Chit fund Company or Nidhi / Mutual Benefit Fund /
Society.

xiv) Clause (xiv) of the Order is not applicable to the Company as the
Company is not dealing or trading in Shares, Securities, Debentures and
other Investments.

xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.

xvi) During the year, the company has not taken any term loans and
hence requirements of reporting regarding application term loans does
not arise.

xvii) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on and over all
basis, funds raised on short term basis have prima facie not been used
during the year for long term investment.

xviii) The company has not made any preferential allotment of shares
during the year to parties of companies covered in the register
maintained under section 301 of the Companies Act, 1956.

xix) Clause (xix) of the Order is not applicable to the Company as the
Company has not issued any Debentures.

xx) The Company has not raised any money by Public Issues during the
year covered by our report.

xxi) As per the information and explanations given to us, no fraud on
or by the Company has been noticed or reported during the year.

FOR DHIRUBHAI DAND & CO.,

Firm Registration No. 118190W

Chartered Accountants

DHIRUBHAI H. DAND

PLACE : JUNAGADH PROPRIETOR

DATE :30th May, 2013 M. NO. 017117

Mar 31, 2012

We have audited the attached Balance Sheet of Austin Engineering
Company Limited as at 31st March, 2012 and also the Statement of Profit
& Loss for the year ended on that date annexed thereto and the Cash
flow statement for the year ended on that date. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for
our opinion. We report as follows:

1. As required by the Companies (Auditor's Report) Order, 2003 as
amended by Companies (Auditor's Report) (Amendment) Order 2004 issued
by the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we enclosed in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order..

2. Further to our comments in the Annexure referred in paragraph (1)
above, we report that :

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper Books of Account as required by law have been
kept by the company as far as appears from our examination of the
books.

c) The Balance Sheet, Statement of Profit & Loss & Cash Flow Statement
dealt with by this report are in agreement with the Books of Account.

e) On the basis of written representations received from the directors,
as on 31.03.2012 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31.03.2012 from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the significant accounting policies and other notes
thereon give the information required by the Companies Act, 1956, in
the manner so required, and present a true and fair view in conformity
with the accounting principles generally accepted in India;

(i) in the case of the Balance sheet, of the state of affairs of the
Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the Profit
for the year ended on that date; and

(iii) in the case of Cash Flow Statement, of the Cash Flows for the
year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date)

i) a) The Company has maintained proper records to show full
particulars including quantitative details and situations of Fixed
Assets (other than in respect of tools, dies, furniture & fixture).

b) As per the information and explanations given to us, the Fixed
Assets of the Company have been physically verified by the Management
at reasonable intervals and no serious discrepancies between the book
records and physical verification were noticed.

c) During the year, the Company has not disposed off any
substantial/major part of Fixed Assets.

ii) a) As per the information and explanations given to us, the
Inventories have been physically verified by the Management at
reasonable intervals during the year.

b) In our opinion and as per the information and explanations given to
us, the procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and nature of its business.

c) The Company has maintained proper records of Inventories. According
to the information and explanations given to us, no material
discrepancies were noticed on physical verification.

iii) a) As per information furnished the Company has not granted any
Loans, secured or unsecured to companies, firms or other parties
covered in the register maintained under section 301 of the Companies
Act, 1956, Accordingly, the provisions of clauses 4 (iii) (b) to (d) of
the Order are not applicable.

b) As per information furnished, the Company has not taken any Loans,
secured or unsecured from companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956,
Accordingly, the provisions of clauses 4 (iii) (f) to (g) of the Order
are not applicable.

iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of Inventory and Fixed Assets and for the Sale of Goods and
services. We have not observed any continuing failure to correct major
weaknesses in the internal control system.

v) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act, 1956 :

a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.

b) According to the information and explanations given to us and
excluding certain transactions of purchase of goods, materia! and
services of special nature for which alternate quotations are not
available, the transactions in pursuance of such contracts or
arrangements have been made at prices which are prima facie reasonable
having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the Provisions of Sections
58A and 58AA and other relevant provisions of the Companies Act, 1956,
and the Companies (Acceptance of Deposits) Rules, 1975 with regard to
the deposits accepted from public.

vii) In our opinion, the Internal Audit functions carried out during
the year by a firm of chartered accountants appointed by the management
have commensurate with the size of the Company and nature of its
business.

viii) We have broadly reviewed the cost records maintained
by the company relating to the manufacturing of bearings, pursuant to
the Companies (Cost Accounting Records) rules, 2011 prescribed by the
Central Govt. Under section 209(1)(d) of the Companies Act, 1956 and
are of the opinion that prima facie the prescribed cost records have
been maintained. We have, however not made a detailed examination of
the records with a view to determine whether they are accurate or
complete.

ix) a) According to information and explanations given to us
and the records examined by us, the Company has generally been regular
in depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax,
Servics-Tax, Custom Duty, Excise Duty, Cess and other Statutory dues
wherever applicable. According to information and explanations given to
us, no undisputed arrears of Statutory dues were outstanding as at 31st
March-2012, for a period of more than six months from the date they
became payable.

b) The details of disputed statutory dues are as under:

Name of the Nature of Amount Amount Forum where
Statue Dues Disputed paid dispute is
Rs. Rs. pending

Income Tax Act Income Tax 72,34,520 21,70,400 Commissioner
1961 Due of Income Tax

x) There are no accumulated losses of the Company as on 31st
March-2012. The Company has not incurred any Cash losses during
the financial year covered by our Audit and the immediately preceding
financial year.

xi) Based on our audit procedure and on the basis of information and
explanation given by the management, we are of the opinion that,
the Company has not defaulted in repayment of dues to Banks. The
Company has no borrowings from financial institutions or by way
of debentures.

xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any Loans
and/or Advances on the basis of security by way of pledge of Shares,
Debentures and other securities.

xiii) Clause (xiii) of the Order is not applicable to the Company as
the Company is not a Chit fund Company or Nidhi/Mutual Benefit
Fund/Society.

xiv) Clause (xiv) of the Order is not applicable to the Company as
the Company is not dealing or trading in Shares, Securities,
Debentures and other Investments.

xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.

xvi) During the year, the company has not taken any term loans and
hence requirements of reporting regarding application of term loan
does not arise.

xvii) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on and
over all basis, funds raised on short term basis have prima facie not
been used during the year for long term investment.

xviii) The company has not made any preferential allotment of shares
during the year to parties of companies covered in the register
maintained under section 301 of the Companies Act, 1956.

xix) Clause (xix) of the Order is not applicable to the Company as
the Company has not issued any Debentures.

xx) The Company has not raised any money by Public Issues during the
year covered by our report.

xxi) As per the information and explanations given to us, no fraud on
or by the Company has been noticed or reported during the year.